Terms and Conditions

1.Scope of Services

TCG shall provide technology products and services as requested by Client from time to time. Services may be authorized through quotations, proposals, invoices, service requests, emails, text messages, purchase orders, work orders, service tickets, recurring service arrangements, verbal authorization, or other written or electronic communications. Unless otherwise agreed in writing, these Terms and Conditions shall govern every product sold and every service performed by TCG Tech Services LLC for Client.

2.Product & Services

TCG Tech Services LLC may provide one or more of the following products and services, including but not limited to:

• Structured Cabling
• Security Cameras
• Access Control
• VoIP Services
• Wi-Fi & Networking
• Microsoft 365 Licensing
• Hardware Sales
• Software Sales
• Website Hosting
• Cloud Backup
• Disaster Recovery
• Cybersecurity Assessments
• Consulting
• Project Management

Only covered devices receive managed services.

3.Support Hours

Standard Support: Monday–Friday, 8:00 AM – 5:00 PM Central Time, excluding holidays. Emergency support is available after hours and weekends at emergency service rates unless included in Client's agreement.

4.Response Time Goals

TCG targets the following response goals (not guarantees):

5.Remote Support

TCG may perform services remotely whenever practical. Client agrees to maintain:

• Internet connectivity
• Power
• Remote access software
• Administrative permissions

6.Onsite Service

Onsite service may require scheduling. Travel charges may apply outside the standard service area. Minimum onsite charge: one (1) hour.

7.Excluded Services

Unless specifically covered, the following are excluded:

• Hardware repair
• Cabling
• Electrical work
• ISP outages
• Software development
• Data recovery
• Disaster recovery
• Printer repairs
• Third-party vendor programming
• Website development
• Training

8.Cybersecurity

TCG provides best-practice security recommendations. However, no cybersecurity solution guarantees protection against:

• Ransomware
• Zero-day attacks
• Phishing
• Social engineering
• Nation-state attacks
• Insider threats

Client remains responsible for employee cybersecurity awareness.

9.Antivirus & Endpoint Protection

If endpoint protection is included, TCG will deploy and monitor approved security software. Client agrees not to disable security software.

10.Backup Services

Backups are designed to reduce data loss—not eliminate it. Client understands:

• Backup failures may occur.
• Corrupt files may replicate.
• Cloud providers may experience outages.

Client should periodically verify restoration requirements.

11.Disaster Recovery

Unless specifically contracted, Disaster Recovery planning, testing, and business continuity services are excluded.

12.Password Responsibilities

Client agrees to:

• Maintain secure passwords
• Use MFA when available
• Report compromised credentials immediately

13.Microsoft 365

TCG administers Microsoft 365 environments as authorized. Microsoft service outages remain Microsoft's responsibility.

14.Third-Party Vendors

TCG may coordinate with ISPs, phone companies, software vendors, and hardware manufacturers. TCG is not responsible for delays caused by third parties.

15.Client Responsibilities

Client agrees to provide:

• Physical access
• Administrative approvals
• Current contact information
• Prompt communication
• Safe working environment

16.Unsupported Equipment

TCG may decline support for:

• End-of-life systems
• Unsupported operating systems
• Pirated software
• Consumer-grade equipment used commercially

17.Hardware Procurement

Unless otherwise agreed, hardware purchased through TCG includes vendor warranty only. Manufacturer warranty terms govern hardware replacement.

18.Software Licensing

Client is solely responsible for maintaining valid software licenses. TCG assumes all software installed by Client is properly licensed.

19.Acceptable Use

Client agrees not to use services for:

• Illegal activities
• Copyright infringement
• Spam
• Malware distribution
• Cryptocurrency mining (unless approved)

20.Billing

Invoices are due according to the payment terms stated on the applicable invoice, proposal, quotation, estimate, or otherwise communicated in writing by TCG Tech Services LLC. Late payments may result in:

• Suspension of services
• Finance charges
• Collection costs

21.Late Payments

Accounts over thirty (30) days past due may incur:

• 1.5% monthly interest
• Suspension of support
• Removal of monitoring

22.Projects

Projects outside normal support are billed separately. Unless fixed-price, projects are billed Time & Materials.

23.Change Requests

Changes requested after project approval may require:

• Revised estimates
• Additional labor
• Extended completion dates

24.Remote Monitoring Software

Client authorizes TCG to install RMM agents, monitoring tools, security software, and remote access software. These remain active during the service term.

25.Limitation of Liability

To the maximum extent permitted by law, TCG shall not be liable for lost profits, business interruption, lost data, consequential damages, incidental damages, or special damages. TCG's maximum liability shall not exceed the fees paid during the previous three (3) months. Under no circumstances shall TCG Tech Services LLC be liable for any loss of data, loss of profits, loss of revenue, business interruption, loss of goodwill, regulatory fines, ransom payments, cyber extortion payments, forensic investigation costs, notification expenses, credit monitoring costs, or any indirect, incidental, consequential, punitive, or exemplary damages, even if advised of the possibility of such damages.

26.Indemnification

Client agrees to indemnify TCG against claims arising from:

• Illegal software
• Client negligence
• Regulatory violations
• Employee misconduct

27.Confidentiality

Both parties agree to maintain confidentiality of:

• Business records
• Passwords
• Financial information
• Customer data
• Proprietary information

28.Force Majeure

Neither party shall be liable for delays caused by natural disasters, internet failures, government actions, pandemics, utility outages, or acts of God.

29.Termination

Either party may terminate any ongoing services by providing written notice as required by any applicable service commitment or, if no commitment exists, upon thirty (30) days' written notice. Termination shall not relieve Client of its obligation to pay for services rendered, products delivered, licenses purchased, subscriptions incurred, or work completed prior to the effective termination date. All outstanding balances shall become immediately due and payable.

30.Data Ownership

All Client data remains Client property. Upon termination, TCG will return available Client data upon request. Archived backups may be deleted after ninety (90) days unless otherwise required.

31.Intellectual Property

TCG retains ownership of scripts, documentation templates, automation, processes, monitoring systems, and custom tools, unless otherwise agreed in writing.

32.Compliance

Unless specifically contracted, TCG does not provide legal compliance certification for HIPAA, PCI-DSS, CJIS, NIST, CMMC, or FTC Safeguards Rule. TCG may assist with implementation but does not certify compliance.

33.Insurance

TCG maintains commercially reasonable business insurance, including general liability and technology-related coverage. Certificates of insurance will be provided upon reasonable request.

34.Service Suspension

TCG may suspend services for:

• Non-payment
• Security risks
• Illegal activity
• Abuse of personnel
• Unsafe work environments

35.Warranty Disclaimer

Except as expressly stated, services are provided "AS IS" and "AS AVAILABLE." TCG disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law.

36.Client Cooperation

Client agrees to cooperate by providing timely access to facilities, equipment, personnel, credentials, approvals, and information necessary for TCG to perform services. Delays caused by the Client may extend project timelines and support resolution times.

37.Security Incident Notification

Client shall notify TCG immediately upon becoming aware of any suspected cybersecurity incident, unauthorized access, ransomware event, phishing compromise, or other security concern. Prompt notification helps reduce potential damage and improve recovery efforts.

38.Data Privacy

TCG will handle Client information using commercially reasonable administrative, technical, and physical safeguards. Client acknowledges that no electronic transmission or storage system can be guaranteed to be completely secure.

39.Service Credits

Unless expressly stated in a separately executed Service Level Agreement (SLA), TCG does not provide service credits, refunds, or financial penalties for missed response or resolution targets.

40.Governing Law

These Terms constitute the entire agreement governing the products and services provided by TCG Tech Services LLC unless superseded by a separate written agreement executed by both parties that expressly modifies these Terms. These Terms shall apply to all current and future work performed by TCG for Client.

41.Non-Solicitation of Personnel (No-Hire)

During the term of this Agreement and for twenty-four (24) months following termination, Client shall not recruit, solicit, hire, or engage any TCG employee or contractor who has provided services to Client during the preceding twenty-four (24) months. If Client hires any such individual in violation of this provision, Client agrees to pay liquidated damages equal to the greater of 100% of the individual's annualized compensation or $50,000.00 per individual. This provision does not prohibit hiring an individual who independently responds to a bona fide public job advertisement not specifically targeted at TCG personnel.

42.Data Loss, Backup, and Cybersecurity Indemnification

Client acknowledges that electronic data is inherently vulnerable to loss, corruption, ransomware, hardware failure, and other events. TCG employs commercially reasonable practices but does not guarantee data preservation, availability, or integrity. Client assumes full responsibility for determining whether backup and disaster recovery solutions are adequate. To the fullest extent permitted by law, Client shall defend, indemnify, and hold harmless TCG Tech Services LLC from claims arising out of data loss, backup failures, ransomware, cybersecurity incidents, or Client's failure to implement recommended security controls. Client expressly waives any claim against TCG for data loss except to the extent caused by TCG's gross negligence or willful misconduct as determined by a final, non-appealable court judgment.

43.Electronic Signatures

The Parties agree that this Agreement may be executed by electronic signature, including through platforms such as DocuSign, Adobe Acrobat Sign, Dropbox Sign, or similar services. Such electronic signatures shall have the same legal force as handwritten signatures under the Texas UETA and the U.S. E-SIGN Act.

44.Acceptance of Terms

Client accepts and agrees to be bound by these Terms and Conditions by requesting services, approving a proposal or quotation, issuing a purchase order, signing any document referencing these Terms, permitting TCG to begin work, accepting delivery of products or services, paying an invoice, or otherwise receiving or continuing to use any products or services provided by TCG Tech Services LLC. No separate signature on these Terms is required for them to become binding upon Client.

45.Severability

If any provision of these Terms is held invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

46.No Waiver

The failure of TCG Tech Services LLC to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of TCG Tech Services LLC.

47.Assignment

Client may not assign or transfer its rights or obligations under these Terms without the prior written consent of TCG Tech Services LLC. TCG Tech Services LLC may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.

48.Survival

Provisions relating to payment obligations, confidentiality, intellectual property, limitation of liability, indemnification, data ownership, data loss, non-solicitation, and governing law shall survive termination of these Terms.

49.Notices

Any notice required under these Terms shall be deemed given when delivered personally, sent by overnight courier, sent by certified U.S. Mail (return receipt requested), or transmitted by email to the most recent address provided by either Party.

50.Attorneys' Fees

In any action or proceeding arising out of these Terms, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, expert witness fees, collection costs, and other expenses incurred in enforcing its rights.

51.Independent Contractor

TCG Tech Services LLC is an independent contractor and nothing in these Terms shall be construed as creating a partnership, joint venture, agency, fiduciary relationship, or employer-employee relationship between the Parties.

52.Headings

Section headings are provided solely for convenience and shall not affect the interpretation or construction of these Terms.